K. Christopher Farkas
CURTISS WRIGHTAbout K. Christopher Farkas
K. Christopher “Chris” Farkas is Vice President and Chief Financial Officer of Curtiss‑Wright (CW) since May 2020, after serving as VP Finance (2017–2020), Corporate Controller (2014–2017) and Assistant Corporate Controller (2009–2014) . He is 55 years old (as of the FY2023 10‑K), holds a B.S. in Accounting (Central Connecticut State), an MBA (Purdue, Krannert) and an Executive MBA (ESCP Europe), and is a CPA (NJ) . Under the executive pay plans he oversees, CW delivered 3‑year TSR at the 94th percentile vs peers and 2024 performance of 9.3% adjusted organic sales growth, $547M adjusted operating income, and working capital at 20.8% of sales .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Curtiss‑Wright | CFO (Vice President & Chief Financial Officer) | 2020–present | Finance leadership; investor relations; capital allocation; controls and reporting . |
| Curtiss‑Wright | Vice President of Finance | 2017–2020 | Oversaw finance FP&A and corporate finance; succession to CFO . |
| Curtiss‑Wright | Vice President & Corporate Controller | 2014–2017 | Led internal/external reporting, accounting policy, SEC disclosure . |
| Curtiss‑Wright | Assistant Corporate Controller | 2009–2014 | Corporate consolidation and controls foundation . |
| Newmark Grubb ACRES | CFO & COO | Pre‑2009 | Operational finance leadership; real estate services (prior to CW) . |
| Parker Hannifin (Control Systems division) | CFO & Compliance Officer | Pre‑2009 | Division‑level P&L and compliance leadership . |
| United Technologies (Pratt & Whitney Engine Center, other roles) | Controller/leadership roles | Pre‑2009 | Manufacturing finance and operational controls . |
External Roles
- No current public company directorships disclosed for Farkas .
Fixed Compensation
| Metric (USD) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary | $542,308 | $577,923 | $607,708 |
| Target Bonus % of Salary | 80% | 80% | 80% |
| Annual Incentive Paid (ICP) | $341,000 | $861,441 | $937,891 |
| Stock Awards – PSUs (grant‑date FV) | $439,941 | $489,720 | $514,248 |
| Stock Awards – RSUs (grant‑date FV) | $329,956 | $367,290 | $385,686 |
| Long‑Term Plan – Cash PUP Payout | $75,348 | $427,500 | $660,000 |
| Change in Pension Value | $0 | $329,106 | $565,983 |
| All Other Compensation | $29,694 | $39,381 | $38,150 |
| Total Compensation | $1,758,247 | $3,092,361 | $3,709,665 |
Perquisites in 2024 included company auto ($16,840), financial planning ($14,680), and executive physical ($4,067) .
Performance Compensation
Annual Incentive (ICP) – 2024 design and results
| Component | Weight | Threshold | Target | Maximum | Actual Result | Payout Factor |
|---|---|---|---|---|---|---|
| Operating Income (Adjusted) | 30% | $500.0M | $522.0M | $548.1M | $547M | 195% |
| Organic Sales Growth | 20% | 3.0% | 5.0% | 8.0% | 9.3% | 200% |
| Working Capital (% of Sales) | 30% | 25.1% | 22.8% | 21.7% | 20.8% | 200% |
| Individual Objectives (Farkas) | 20% | 2.0=50% | 3.0=100% | 5.0=200% | 4.3 (score) | 165% |
- 2024 ICP payout to Farkas totaled $937,891 .
- Company-wide, NEO ICP awards averaged ~188% of target given outperformance .
- 2025 ICP changes: Operating Income metric replaced with Operating Margin; weights unchanged (WC 30%, OM 30%, OSG 20%, Individual 20%) .
Long‑Term Incentives (LTI) – structure, targets, outcomes
| Item | Detail |
|---|---|
| 2024 LTI target value (as % of base salary) | 210% for Farkas |
| Mix and metrics | PSUs (40%): 3‑year relative TSR vs peer group; PUPs (30%): 3‑yr avg Total Sales Growth (60%) and Adjusted EPS Growth (40%); RSUs (30%): time‑based, cliff vest at 3 years . |
| PSU payout curve (2024‑2026 cycle) | 25th/50th/75th percentile TSR → 50%/100%/200% of target; cap at 100% if absolute TSR negative . |
| 2022‑2024 PSU outcome | 200% of target on TSR at 94th percentile vs peers . |
| 2022‑2024 PUP outcome | Total payout 200% (8.7% 3‑yr avg sales growth; 15.7% 3‑yr avg adjusted EPS growth; each mapping to max) → Farkas $660,000 . |
Equity Ownership & Alignment
Beneficial ownership and instruments
| Item | Amount/Policy |
|---|---|
| Shares beneficially owned (Feb 20, 2025) | 24,398 shares; includes 11,686 time‑based restricted shares; 4,516 shares held in trust (shared voting) . |
| % of shares outstanding | ≈0.065% (24,398 / 37,703,216 outstanding) . |
| ESPP participation (2024) | Purchased 81 shares at 15% discount via ESPP . |
| Options | No stock options outstanding or granted; option exercises = 0 in 2024; the 2024 Omnibus Plan is not currently used for options . |
Outstanding awards and vesting schedule (selected)
| Award Type | Grant Date | Target/Units | Vest/Performance Period | Expected Vesting |
|---|---|---|---|---|
| Retention RSU (time‑based) | 12/16/2021 | 5,660 | Time‑based | 12/15/2026 . |
| RSU (annual) | 3/14/2024 | 1,601 | Cliff vest | March 2027 . |
| PSU (2022 grant) | 3/17/2022 | 2,956 | TSR vs peers (2022–2024) | Earned early 2025 . |
| PSU (2023 grant) | 3/16/2023 | 2,885 | TSR vs peers (2023–2025) | Earn early 2026 . |
| PSU (2024 grant) | 3/14/2024 | 2,134 | TSR vs peers (2024–2026) | Earn early 2027 . |
Alignment policies
- Ownership guidelines: CEO 5x salary; NEOs reporting to CEO 3x salary; others 2x. Mandatory 50% net‑share hold on vested/exercised equity until guideline met .
- Clawbacks: Sarbanes‑Oxley recoupment policy plus Dodd‑Frank compliant no‑fault restatement clawback covering Section 16 officers (3‑year lookback) .
- Hedging/pledging: Prohibited for directors and employees; no hedging instruments; no pledging or margin accounts for equity from plan awards .
Employment Terms
Severance and change‑in‑control (CIC)
- At‑will severance: If involuntarily terminated without cause (or certain qualifying events), CFO receives one year’s base salary plus one year’s target bonus and at least one year of benefits; 12‑month non‑compete; consulting, release required .
- CIC protection: Double‑trigger; payout equals 2.5x (base salary + greater of target bonus or prior year ICP), lump sum within 10 days; benefits continuation for 2–3 years; applicable if terminated without cause or resigns for good reason within 12 months post‑CIC (24 months for CEO) .
Illustrative potential payouts (as of 12/31/2024)
| Scenario | K. C. Farkas |
|---|---|
| Retirement/Voluntary Termination | $3,417,340 |
| Termination for Cause | $760,654 |
| Termination Without Cause | $4,723,794 |
| CIC Termination (Double‑Trigger) | $9,811,738 |
| Death | $6,156,456 |
Compensation Structure Diagnostics
- Pay mix and targets: NEO total direct compensation targets generally set at market median (50th percentile) with above/below pay for performance; ~56% of NEO target pay is performance‑based; CEO ~65% .
- Peer group (2024): AAR, Ametek, Barnes Group, BWX Technologies, Crane, Hexcel, Huntington Ingalls, ITT, Kratos Defense, Mercury Systems, Moog, Parsons, Teledyne, TransDigm, Triumph Group, Woodward .
- Say‑on‑Pay: 92% support at 2024 annual meeting; program unchanged for 2024 given positive feedback .
- Risk controls: Caps on payouts; diversified metrics (top/bottom line and balance sheet); multi‑year vesting; robust ownership, clawbacks; individual component can be set to zero for risk concerns .
Performance & Track Record
- Corporate results under incentive framework (2024): 9.3% adjusted organic sales growth, $547M adjusted operating income, working capital at 20.8% of sales; 3‑yr TSR at the 94th percentile vs peers .
- 2022–2024 long‑term performance: PSU and PUP cycles paid at maximum 200% based on top‑quartile TSR and strong 3‑year sales/EPS growth .
- CFO individual execution: Scored 4.3/5 (165% factor) on 2024 individual objectives for implementing a new financial management system and leading investor communications, including Investor Day participation .
Pension and Deferred Compensation (Alignment/Retention)
| Plan | Years Credited | Present Value (12/31/2024) |
|---|---|---|
| Qualified Pension (Retirement Plan) | 16 | $605,006 |
| Non‑Qualified Restoration Plan | 16 | $1,806,916 |
- Executive Deferred Compensation: NEOs may defer salary/bonus/cash LTI; 2024 plan crediting rate 6.66% (30‑yr Treasury avg Nov 2023 + 2%); Farkas had no 2024 contributions shown .
Risk Indicators & Red Flags
- Hedging/pledging prohibited; no option repricing/backdating; no CIC tax gross‑ups; strong clawbacks .
- Related‑party transactions: None disclosed for executives in 2024 .
- Legal proceedings: None disclosed for executives (past 10 years) .
- Governance: Executive Compensation Committee independent; FW Cook as independent consultant .
Compensation Committee Analysis
- Committee: Dean M. Flatt (Chair), Anthony J. Moraco, William F. Moran, Robert J. Rivet .
- Philosophy: Pay for performance; balanced ST/LT metrics; explicit use of relative TSR and publicly released numbers for transparency .
Investment Implications
- Pay‑for‑performance alignment is strong: ICP and LTI outcomes directly mapped to publicly disclosed sales growth, operating income, working capital, and peer‑relative TSR; maximum payouts aligned with top‑quartile 3‑year results .
- Insider‑selling pressure around vesting: Significant RSU cliffs (e.g., 12/15/2026 retention RSU; March 2027 annual RSUs) and PSU settlements (early 2026/2027) could create periodic Form 4 activity; mandatory 50% net‑share hold mitigates immediate selling .
- Retention and change‑in‑control: One‑year cash severance (base+target) is moderate; 2.5x CIC multiple is within market and double‑trigger; this reduces retention risk in strategic scenarios while avoiding single‑trigger windfalls .
- Alignment safeguards: Prohibitions on hedging/pledging, robust clawbacks, and ownership guidelines support long‑term shareholder alignment and reduce governance risk .
Notes: All figures and policies cited from CW 2025 DEF 14A, CW 2024/2023 10‑K, and related 8‑Ks as referenced inline.